ex10_10.htm


    
      

    

    Exhibit
10.10

     

    June 30,
2008

     

     

    LaPolla
Industries, Inc.

    15402
Vantage Parkway East, Suite 322

    Houston,
TX  77032

     

    Re:           Warrant
Amendments

     

    Dear
Sirs:

     

    Reference
is made to (a) the Amended and Restated Revolving Credit and Term Loan Agreement
of even date herewith (the “Loan Agreement”) by
and between ComVest Capital, LLC (the “Lender”) and LaPolla
Industries, Inc. (the “Borrower”), and (b)
Warrants Nos. CV-1 through CV-3 (the “Initial Warrants”)
issued by the Borrower to the Lender pursuant to the Original
Agreement.  All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Loan Agreement.

     

    In
connection with the execution and delivery of the Loan Agreement, the funding of
the incremental additional Term Loan thereunder, and the increase in the
Revolving Credit Commitment, the Lender and the Borrower have agreed to the
following amendments with respect to the Initial Warrants:

     

    1.           The
Exercise Price (as such term is defined in each of the Initial Warrants) per
share under each of the Initial Warrants is hereby reduced to $0.60 per share
(subject to adjustment hereafter from time to time as provided in the Initial
Warrants).

     

    2.           The
Expiration Date (as such term is defined in each of the Initial Warrants) under
each of the Initial Warrants is hereby extended to June 30,
2013.

     

    3.           In
clause (i) of the definition of “Additional Shares of Common Stock” contained in
Section 3.7 of each of the Initial Warrants, the reference to “the date hereof”
shall henceforth refer to the date of this letter agreement, and in clause (ii)
of such definition, the reference to “900,000” is hereby amended to say
“1,000,000”.

     

    4.           Except
as expressly set forth herein, all of the terms and conditions of the Initial
Warrants shall remain unmodified and in full force and effect.

     

    5.           The
foregoing amendments shall not become effective unless and until the additional
incremental Term Loan under the Loan Agreement is funded to the Borrower or at
the Borrower’s direction.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           At
any time and from time to time following the funding of the additional
incremental Term Loan, the Borrower shall issue to the Lender, upon request
therefor, replacement Warrants for the existing Initial Warrants Nos. CV-1, CV-2
and CV-3, reflecting the foregoing amendments; provided, that at all
times prior to the delivery of any such replacement Warrant, the holder of the
original Warrant may attach a photocopy of this agreement to the original
Warrant to evidence the amendments effected hereunder.

     

    7.           This
agreement may not be amended or modified except pursuant to a written agreement
signed by the Lender and the Borrower.

     

    Kindly
confirm your agreement to the foregoing by countersigning a counterpart copy of
this letter in the space provided below.

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              COMVEST
      CAPITAL, LLC

            
	 
      	 
      
	 
      	
              By:

            	
              ComVest
      Management LLC, its Manager

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/  Gary E.
      Jaggard

            
	 
      	 
      	 
      	
              Gary
      E. Jaggard, Managing Director

            


    

    


    Acknowledged,
Confirmed

    and
Agreed To:

    


    LAPOLLA
INDUSTRIES, INC.

    


    


    
      By: /s/  Michael T.
Adams, EVP

    

    
      Name:  Michael
T. Adams

      Title:    Executive
Vice President

    

    


     

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